Zack Charming and His Lovely Princess Cloud
by chibipinkbunny
Summary: Zack convinces Cloud to dress up as his date for the annual ShinRa Ball. Things don't go as planned and Zack can't behave himself. Part of a two-shot series. This is a friendship fic, not yaoi.
1. Chapter 1

**Author's Note:** If you've read my story, "In the Shadow of Freedom," you've already read this. This is a two-shot, and the second part will be posted after I post Chapter 19 of my ItSoF story. A big thanks to my dear **Cookiecat **for her help on this! Without her it probably wouldn't have happened. I told her that I wanted Zack to take Cloud to the ball dressed up as a girl, how do I justify it? She told me all that I needed to know ^_^ She also helped me revise a big chunk of it. **Blue Jae** and **Mint** helped a lot with the ideas for the flashback, and **Blue Jae** beta read this chapter for me. Thanks **Blue Jae**!

Anyway, this story is dedicated to all those who wanted to see Cloud in a dress, which I think is everyone except for Cloud. . . lol.

**Rating: Mature.** Okay, let me explain this one. This chapter is more like in between a Teen and a Mature rating, and it concerns the flashback. Zack convinces Cloud to wear a dress . There's some sexual undertones, but no sex, kissing, yaoi, etc. Cross-dressing just seemed like a bit of an adult concept.

~*~*~*~

**Zack Charming and His Lovely Princess Cloud**

It happened once a year.

Once a year, President Shinra threw a grand ball and invited all of his rich business friends to attend. Exchanging pleasantries was a cover for the real purpose of the event, which was for Shinra to showcase his SOLDIERs, and he took no shame in parading them around like they were horses in a show.

Sephiroth was the star of the event, and Shinra expected him to perform for his friends. Needless to say, Sephiroth was not amused. His place was out on the field, not in some extravagant party with President Shinra's stuffy friends fawning all over him. Instead of comforting him, their affection made him cringe and shudder. He was a weapon of war for gods sake, not some animal that was to be used for someone else's amusement! To say it was humiliating was an understatement.

Every year, it took all of his restraint to keep from bolting out of the party, but Shinra still held the reins of control. Sephiroth had been trained well and knew what was expected of him at public events. He tolerated their grubby hands, but beneath his calm composure the anger simmered. By the end of the evening, his anger boiled over, and he took it out on some poor unsuspecting sap, which usually happened to be Zack.

The only thing that made the event even tolerable for Sephiroth was the company of his friends, Angeal and Genesis. Unfortunately, they would not be there this year to commiserate with him about the pretentiousness of the whole affair. It was rumored that they had been killed, though Zack and Sephiroth knew the actual truth.

President Shinra had made plans to explain the sudden disappearance of Genesis and Angeal. Damage control was just as important as the party itself, if not more important. He had already prepared the speech he would present. After weeks of practicing, he had the somber voice down perfectly, just enough sadness to seem sincere, but not an excess amount, which would put a damper on the party. In a well-rehearsed voice, he would say, "Sadly, two of Shinra's finest, Genesis Rhapsodos 1st Class SOLDIER, and Angeal Hewely 1st Class SOLDIER, were killed in the line of duty. We are very sorry for their loss." With the exception of Zack and Sephiroth, everyone would shake their heads in understanding and give him their condolences. It was imperative that everything be perfect for the ball because it could mean the difference between important business deals made or lost. Anyone who was anyone in the business world was attending, along with all ranks of SOLDIER, and the upper crust of the ShinRa Corporation.

The theme of this year's party was the play, "A Midsummer Night's Dream," something Genesis would have appreciated were he in attendance. It was meant to be very elegant this year, in contrast to the playful theme of last year, "Beach Fun in Costa del Sol." The color scheme for the party was ivory and champagne, with accents of antique gold throughout. Thousands and thousands of roses were imported from Kalm to make the centerpieces. Each one would be an explosion of roses in shades of gold, white, light blush, and cream, dripping with strands of pearls and crystals. In accordance with the theme, custom lighting was temporarily installed in the ballroom to create a rich amber glow. The dinnerware was of the finest silver, crystal, and bone china, which would be set upon gold silk table cloths. No expense was spared and no substitutions were allowed. Shinra and his company were about being the best, and his party would be no less. Now that the big day was almost here, the party planners were working around the clock to make sure that everything was ready according to Shinra's strict specifications.

~*~*~*~

Zack was so excited for the ShinRa Ball that he started preparing a few months ago. This would be his first time attending as a 1st Class SOLDIER, which meant he had to make a good impression on his fellow SOLDIERs. He was no longer a follower, but a leader, and appearances were more important than ever if he wanted to gain everyone's respect. Someday he hoped to be like General Sephiroth, and even though he knew it was only a dream, it didn't stop him from trying.

It would also be the first time that he was bringing Aerith along as a date. Usually he brought along his current girlfriend, but Aerith was much more than that. She was the girl that had stolen his heart and locked it away forever. Many of his friends had only heard stories about her, so he was looking forward to showing her off. At first she was a bit hesitant about the whole thing. She'd eventually gotten used to the fact that Zack was a SOLDIER, but her instincts still made her feel uncomfortable about going to ShinRa's home base. It took Zack a few rounds of puppy eyes, begging, bribing, and consoling before Aerith finally agreed to go. Even more surprising was the fact that Aerith's mom was letting her go. After a few months of dating Aerith, he managed to charm his way into Elmyra's heart.

Aerith's mom still watched him like a hawk to make sure he didn't put the moves on her daughter, which is why Zack was pleasantly surprised with the lenient curfew Aerith had been given. She had to be home by midnight, which left quite a bit of time for hanky-panky after the party. If the night went well, the mood was right, and she was comfortable, then he was hoping they'd be able to make love for the first time. Of course he wasn't going to push it, but he figured there was no harm in asking. He'd only been denied every time, so he really had nothing to lose by asking again.

Being the optimistic sort, he made preparations in the event that she agreed to have sex with him. He had enough condoms and lubrication for several nights of lovemaking because he got a little too excited at the store. He strategically placed vanilla-rose scented candles around the room to create a romantic atmosphere. The candles were pink of course, her favorite color. Unlike its usual messy state, his room was now immaculately clean, even the windows had a streak-free shine. He tried to make everything perfect because he wanted her first time to be special, something she would always cherish.

Just when it seemed like nothing could go wrong, he got a phone call that was about to change everything. Picking it up, he saw that it was from Aerith, so he started with a cheerful greeting. "Aerith, hi how are you?" Before she could answer he joked, "Can't get enough of me, huh?"

What came out from Aerith's side of the phone was a hacking cough as she tried to laugh. Her voice came out raspy and unusually low. "No, well that's not why I called."

She was obviously sick which meant. . . Zack's could almost feel his heart stop for a second as he waited for her to drop the bomb.

"I can't go to the ball. I know it's in two days, but I woke up with a really high fever today and I feel like death warmed over. I have a pounding headache, and I'm afraid I might be stuck in the bathroom all night." With a loud sigh she continued, "I'm really sorry Zack, I know how much it meant to you."

His little bubble of hope burst as she delivered the news. She actually had no idea how much it really meant to him. With her mom always around they didn't have many opportunities to have sex, and this event would have been a golden opportunity. The words caught in his throat as he struggled to come up with something acceptable to say. He wanted to whine and complain and ask her to reconsider, but instead he said, "Don't worry about it. It's not your fault. I'll think of something." Deep down in his heart, he knew it wasn't her fault and that she'd feel horribly ill if she went.

"Why don't you just take another girl?" she asked, her voice laced with a trace amount of sorrow. It was a subtle hint that would have gone unnoticed by most boyfriends, but Zack knew enough about girls to read between lines. What she was really saying was that she would be angry as hell if he took another girl, and she'd give him the silent treatment for a week.

"No, it's okay," he reassured her. "You're the only girl I want to take." He smiled as he heard her let out a small sigh of relief. "Don't worry about it. I'll figure something out."

"Hmmm, can you go by yourself?"

"I don't know. You know how the guys are," he groaned, "If I show up without a girl, they'd never let me live it down. From all the wonderful things I've said about you, some of the guys actually think I'm making you up. Besides, I do have a certain reputation for being a stud."

Aerith couldn't help but laugh, although it came out sounding more like a snort because of her nasal congestion.

"What's so funny?" Zack asked while laughing lightly. "You know it's true."

"Yes, I know, I know. Thank you for reminding me in case I forgot," she said sarcastically. "Hold on a sec," she said through a light cough. Turning her head away from the phone she let out a few dry coughs and then turned back to the phone. "Sorry about that."

"Hey, you okay," Zack asked with genuine concern.

"Yeah," she coughed out, "I'm fine." After clearing her throat she started again, "Well, why don't you take a friend? I'm sure there's got to be another guy without a date."

Zack burst out laughing because taking a guy with him to such a formal event would imply that his friend was his date. Even if he was a homosexual, the ShinRa army had a strict "Don't ask, Don't tell policy," which meant he still had to take a girl with him, unless he wanted to be socially ostracized. Sephiroth seemed to be above this cruel social convention, but that didn't mean he flaunted his relationships out in the open.

After explaining the situation to her, she said in a defeated voice, "Well I guess you better take another girl then."

"Don't worry about it Aerith, I'll figure something out," he said feigning confidence. The last thing he wanted her to do while she was sick was to worry about him. "Listen, why don't you get some rest and I'll swing by later to check up on you."

"Thanks Zack," she said sweetly, "I'll be looking forward to it. I love you."

"I love you too baby."

After hanging up the phone, he threw it on the floor and flopped on his bed. He had about an hour before his meeting with Sephiroth to discuss the logistics of battle for their next mission to Nibelheim, which meant he had time for a quick nap. Everything seemed better after a nap, so he closed his eyes and thought about his grim date prospects for the ball. As he started to drift off, an idea suddenly came to him. He almost dismissed it, but after ruminating about it for a while he realized it would probably work. The more he thought about it, the better the idea became. I'll give him a call when I wake up, Zack thought to himself. Right now I need a nap or I'm going to fall asleep at that meeting.

~*~*~*~

It had been a bad day for Cloud. It was one of those days where nothing seemed to go right, and the harder he tried to fix the situation the worse it became. This morning he woke up late because he over-slept his alarm. None of his roommates bothered to wake him up either, so he missed all of his morning classes. If that wasn't bad enough, he managed to squirt ketchup on his white shirt during lunch. He was on his way home to change out of his ketchup-stained shirt when he got a phone call.

"Hey it's Zack," Cloud said in surprise as he picked up his phone. It wasn't often that Zack called him, so he was a little excited. Trying not to sound like a gushing fan girl, he tried to answer the phone in a calm voice, "Hello."

From the other end of the line, Zack replied, "Hey Cloud, it's me Zack." Zack's voice came out a little more enthusiastic than usual, which caused Cloud to worry. Cloud's initial excitement was replaced by a certain sense of dread because Zack's fervent enthusiasm often led to bad ideas. "Listen, I need a favor."

"Okay. . . "

"Alright, let me start out by saying I would love you forever if you did this for me."

Cloud's stomach churned and twisted in anxiety because he figured it must have been something big if Zack had trouble saying it. At this point, Cloud's voice started to quiver slightly. "Just spit it out Zack."

"Will you be my date for the ShinRa Ball?" Before Cloud had a chance to speak Zack continued, "Aerith is really sick and she doesn't want me to take another girl. So how about it buddy?"

Cloud paused a moment before answering. "Wait, did you say date? Does that mean I have to dress up like a girl?!"

"Perhaps," Zack said trying to play it off as an insignificant detail.

". . ."

"Cloud? Are you still there?" Zack asked

"Did you actually expect me to answer that?" Cloud's tone of voice made it obvious that he was annoyed Zack even suggested such a preposterous idea. Why didn't Zack just go ask him to sneak into the Turks' office and pull up some secret files? At least it would have been less embarrassing.

"Uh, yeah, that's why I asked," Zack replied, pretending to be oblivious to Cloud's irritation. "C'mon, you're my only friend that could pull this off."

"Do you mean it's because I look like a girl?" Cloud asked while tightening his grip on the phone. Zack wasn't the first person to insinuate that he was quite feminine looking and it was getting rather tiresome.

"I didn't' say that, I just meant. . ." Zack pretended to cough into the phone, using it as a distraction. "Excuse me. Anyway, what was I saying?" Before Cloud could answer, Zack answered his own question. "Oh yes, I was talking about how much I need your help. Please?"

". . . not interested."

Not one to take no for an answer Zack asked, "What do you mean not interested?"

Cloud's voice came across strong and irritated, even though it was partially washed out by the static of the phone. "There's no way fuckin' way I'm getting in a dress. That's what not interested means."

"Awww, come on Cloud. It won't be so bad. I'm sure you'd look pretty in a dress. C'mon it's not like anyone will recognize you." He expected Cloud to say something, but instead there was silence, and not one of those "Cloud silences," either. Pulling the phone away from his ear, he noticed that Cloud had hung up on him. "Damn." He wouldn't have time to call him back before his meeting with Sephiroth, but he had all evening to work on Cloud. Zack didn't accept no for an answer.

~*~*~*~

In the past few hours Cloud had received numerous phone calls from Zack. He didn't want to listen to Zack's appeals because his friend had a way of making him feel guilty, and that often resulted in him doing something he didn't want to do. It didn't take more than the first two phone calls for Cloud to put his phone on silent mode. He had to give his friend some credit for trying, if anything Zack was persistent.

He thought that Zack would have given up by bedtime, but he was wrong. While he was sitting on his bed watching TV with his roommate Dustin, he heard a loud knock on the door. As Dustin rose from the bed, Cloud pulled him back down and yelled, "Don't get it!"

"What's wrong Cloud? Why don't you want me to answer the door?"

"I just have a bad feeling about it, that's all. Just ignore it and it should go away."

Dustin gave Cloud the benefit of the doubt, and turned his attention back to the TV.

The knocking grew louder, and a muffled voice from the other side of the door said, "Hey, it's me Zack. Are you in there Cloud?"

"Hey, it's Lieutenant Fair!" Dustin said as he went to go answer the door. Cloud quickly grabbed his friend's arm in an attempt to prevent him from opening the door. Dustin gave his arm a quick shake to rid himself of his friend's grasp. As he started towards the door, Cloud pounced on him, bringing him to the ground. While trying to squirm out of Cloud's hold he asked in annoyance, "Hey man, what's your problem? Isn't Lieutenant Fair your friend?"

Tightening his grip, Cloud said, "Yeah, well it's sort of a long story."

After a short struggle, Dustin finally freed himself and opened up the door.

Cloud just lay on the floor, accepting the fact that the universe was against him.

"Hey Dustin," Zack said with a friendly smile, "you wouldn't happen to know where Cloud is would ya?"

Dustin stepped to the side, revealing a disheveled Cloud, face down on the floor. "Tell him I'm not here," Cloud groaned into the carpet.

"What ya doing on the floor Spike?" Zack asked with a laugh.

Cloud rolled over and stood up, straightening out his clothes in the process. Purposefully avoiding Zack's gaze he mumbled, "Trying to hide."

Zack ignored Cloud's sarcastic comment and turned to Dustin. "Hey, you think you could leave us alone for a few minutes. I have something to ask Cloud and it's strictly confidential."

"Yes sir," Dustin said with a salute, "Let me just grab my keys and I'll come back in a little bit." As he walked out the door he said, "See ya later Cloud. Bye Lieutenant Fair."

Now that they were alone, Cloud knew the inevitable begging, pleading, and puppy eyes would begin, but he wasn't going to give in this time. Zack had asked him to do some crazy things in the past, but this was by far the most outlandish of them all. Friendship only went so far and dressing up as a girl went beyond the call of duty.

At least that's what Cloud had told himself. He started out with a firm resolve, but slowly Zack broke him down. Somehow seeing Zack in person made Cloud realize how much his friend really needed his help. That, and Zack the saddest puppy eyes ever, blue eyes wide as saucers with just the right amount of moistness. So Cloud found himself once again agreeing to something that he really didn't want to do. It helped that Zack promised him a meeting with General Sephiroth and agreed to take him out to dinner at least one a week. Being treated to dinner sealed the deal for Cloud because he really disliked mess hall food.

Caught up in excitement, Zack threw his arms around his friend. "Thank you, thank you, thank you!"

"Zack?" Cloud gasped into Zack's chest.

"Yeah buddy?"

"I can't breathe. . . "

"Oh," Zack laughed, "sorry. I guess I got a little too excited." Releasing Cloud he said, "Meet me at my room tomorrow after lunch around 1 PM. We've got lots to do tomorrow."

"Can't wait," Cloud said in sarcasm.

"Ah, you're such a joker," Zack said as he ruffled his hair. "Alright I'll see ya tomorrow." Pretending to be serious, Zack pointed a finger at him and said, "Don't forget, I know where you live."

Zack was already out the door by the time Cloud replied. "Unfortunate, isn't it." Flopping onto his bed, belly down, he spoke into the mattress, "What the hell did I get myself into? It wasn't long before Cloud's imagination took off conjuring up possible scenarios, all of them bad. He just hoped that Zack didn't make him look like a hooker. It couldn't possibly be worse than that, right?

~*~*~*~

It was already 2 PM and Cloud still hadn't shown up. Zack felt a little silly watching the clock like a girl waiting for her date to show up. He tried watching TV to help him take his mind off of it, but that only made him more cognizant of the fact that he was waiting, so he ended up staring at the clock instead. The room was so silent that he could hear the sharp staccato of the clock's ticking hands.

Tick, tock, tick, tock, tick. . .

Suddenly, there was a soft timid knock at the door. Zack almost jumped out of his seat from excitement and surprise. Pulling himself together so he didn't look like he'd been waiting, he went to open the door.

"Hey kiddo! You finally made it," Zack said, slapping Cloud on the back.

Cloud gave a small smile in return as he walked through the door. As he started to explain the reason behind his tardiness, he looked down at the floor out of shame. "Sorry about being late. My roommate forgot his key and. . . "

Zack cut him off, "Hey, don't worry about it. As long as you're here it's all good."

Now that Cloud wasn't distracted, he noticed something was wrong. Something was different, something was. . . cleaner. Not only was it clean, it was immaculately clean, like Zack had summoned some god of cleanliness to do his bidding. Cloud followed Zack as they walked towards his room, observing everything silently as they proceeded.

"Hey, you okay?" Zack asked in concern. "You're awfully quiet. Well. . . more quiet than usual."

"Yeah, I'm fine."

When they got to his room, Zack turned around and saw Cloud avidly exploring his room, like he was a Junon tourist sightseeing in Midgar's upper plate.

"You okay buddy? You're acting like you've never seen my room before."

Picking up a pink scented candle, Cloud smirked, "Looks like someone was planning on getting lucky tonight."

Zack let out a large sigh that filled the room with sorrow, a sharp contrast to the lively and bright colors of his room. "Yeah_ was. _Not anymore. Sorry buddy, but you weren't my first choice."

"Thanks for the confidence boost," Cloud half-joked. "Well it's not like I was begging to do this."

Cloud had a legitimate point, and the discussion could only go downhill from there so Zack concluded it by saying, "Fair enough. Well I guess we should get started with the dress fitting." Zack bounced over to retrieve his measuring tape and note pad. With a mile-wide grin, he brandished the measuring tape like it was a weapon and said, "Now, let's get you measured for that dress."

Zack had the ability to turn even an ordinary item into a dangerous weapon, so Cloud didn't know how to react. Taking a cautionary step back, he said in a hesitant voice, "You're just going to measure me right?"

Zack cracked the tape measure in the air like it was a whip and playfully said, "Yeah, what'd you think I was going to do with it?." He started barking out orders like they were on the field, "All right, let's start at the top. Hold your arms out so that I can measure your chest."

Instead of fumbling around with the tape measure, like most guys, Zack had it wrapped around Cloud's chest in one smooth motion. It was obvious that he'd had prior experience before. Cloud repressed the urge to squirm because he felt a little uncomfortable being so close to Zack. Aiming for a distraction he asked, "Hey, where'd you learn how to measure for dresses?"

"Oh, this?" he asked while writing down the measurement. Rubbing the back of his neck in embarrassment he answered, "My mom was a seamstress in Gongaga. Every now and then I helped her with measurements and fabric cutting. It was a long time ago though, so it's no big deal."

"No big deal?" With a mischievous gleam in his eyes, Cloud mocked him, "I can't believe I'm standing in the presence of the almighty Zack Fair, Dress Maker 1st Class."

"Hey, it's Zack Fair, SOLDIER 1st Class to you, Miss Strife," Zack retaliated.

They both looked at each other for an awkward second, imagining one another in a frilly dress with ruffles, and burst into laughter. Eventually, they both calmed down enough for Zack to resume taking measurements. He still had to measure Cloud's waist, hips, and girth. As Zack went to measure his friend's hips, Cloud's eyes narrowed in challenge. "If you go anywhere near my dick I'll kick your ass."

Zack scoffed, "You kick_my_ass? You're joking right?"

Cloud's voice was sharp as he said, "I mean it Zack." If words were knives, Zack would have been quartered and disemboweled on the spot.

Zack paused for a second, looked into Cloud's cold menacing gaze, and decided to not take his chances. "Alright, I guess we'll skip that measurement. Let's move onto accessories."

"Accessories?" Cloud squeaked out, like a child about to get a dose of a foul tasting medicine. "What do you mean accessories?"

Letting out a hearty chuckle, Zack asked, "What, you though it was just the dress? Sorry friend, we've only just begun." Without pausing to address Cloud's concerns, he started reading off the accessories list that Aerith helped him make. "Now hair. We've got to do something about that messy mop of yours." Zack walked over to Cloud and started grabbing random spikes and moving them around in an attempt to create a feminine hair style. The whole time Cloud fidgeted like a child getting their hair brushed. With a sigh of disappointment, Zack said, "Looks like we can't do much of anything with this. How about a wig?"

"A wig?"

"Yep. Ever wanted to be a brunette? Brown hair is fun and flirty," he said with a wry grin, thinking of Aerith.

"Blonde hair is fine," he groaned.

"Okay, moving onto shoes. How about heels? " Zack waggled his eyebrows as he added, "Tall women are sexy."

". . . . "

"So I guess that's a no. How about those flat shoes without a heel?" Zack asked, trying to drown out Cloud's dour mood with cheerfulness and optimism.

". . . fine," he said with a dramatic sigh. He felt the need to continually remind Zack that he didn't enjoy doing this.

Smacking his palm on his forehead, Zack said, "I can't believe I almost forgot this. Cup size, what size boobs do you want?"

"Huh?" Cloud's head was still spinning. It was now just starting to hit him. He was actually going to be in a dress as he encountered some of the top ranking officers at the ball. At the moment, he couldn't think of anything more embarrassing than being in a dress as he met Sephiroth for the first time. For a few seconds he thought about reconsidering, but then logic kicked in and reminded him that the ball was tomorrow, and Zack probably wouldn't be able to find another guy stupid enough to dress up like a girl. He couldn't just abandon his friend like that.

Waving his hand in front of Cloud, Zack said, "Calling Cloud. Come back to Gaia. Are you there Cloud?"

"Huh? Oh sorry, I guess I was just thinking about something."

Zack got right back to where they left off. "So we were talking about bra size. I suggest you go with a size D, but you could get away with a size C if you're uncomfortable with it

Size C, Cloud mused, why did that sound familiar? Oh Gaia, that was Tifa's bra size! He'd overheard it at school when some boys were gossiping about the fact that her chest was rather large for a thirteen year old. He was going to be fairly well-endowed if he was wearing a size larger than a C cup. As he thought about Tifa's chest, he could feel the heat creeping into his cheeks and turning them a rosy shade of pink. Turning away to hide his embarrassment, he asked, "Wait, why do I have to have. . ." he paused a second before continuing, the words had a strange taste in his mouth, awkward and unfamiliar, "a large bosom."

"Bosom?" Zack asked before cracking up into laughter. "You sound like my grandmother." Getting inches away from Cloud's face, he breathed the word on his friend, slow and seductive, "Breasts." Taking a step back, his voice returned to normal, "Does that make you feel uncomfortable?"

Cloud fixed a mask of determination on his face with clenched teeth and flaring nostrils. His voice came out cold, like steel, "No."

"No?" Zack smirked, "Then why don't you say it with me?" He started a chant, each sound just like the next, but louder each time. "Breast, breast, breast, breast, breast, breast, breast, breast, breast,. . . "

Zack had pushed him over the edge, so Cloud screamed, "Breasts!" Exasperated, he looked up at Zack. "There, is that what you wanted to hear?!"

"Whoa, what's wrong with you? Were you dropped on your head as a kid?" Zack joked darkly.

"No, but I can't say the same about you."

Zack pat his friend on the shoulder with a smile. "You're funny Spike, you know that? You shouldn't take things so hard. It might make the guys tease you less." His hand stalled on Cloud's shoulder, gripping firmly, an act of reassurance. "I'm looking out for you, kid."

Cloud's face softened, but his voice was still tense. "Is that why you're putting me in a dress? You're looking out for me?"

"Hey, I got you a date on Saturday night to the biggest party in town, hell, the world. I wouldn't be complaining if I were you."

Cloud gave his friend an exaggerated eye roll, which Zack chose to ignore.

"Anyway, back to breasts, what size do you want to be? Remember, bigger is better." Pointing his pen in the middle of Cloud's chest he said, "Oh, but if you go too big it's not really believable."

"The smaller size I guess," Cloud shrugged.

"Nah, I think you need a size D. Not too big and not too small." Cloud still looked concerned, so Zack continued, "Trust me, I've unsnapped enough bras to know what I'm talking about."

"Somehow that doesn't reassure me," Cloud mumbled.

Zack moved down the rest of the list while Cloud sighed, groaned, and fidgeted. Much to Cloud's chagrin, Zack added several more accessories to his ensemble, including pantyhose and a purse. However, Zack did offer to buy everything and go shopping alone. Not that Cloud would have gone anyway, but it was a nice gesture on Zack's part.

As Cloud made his way to the door, Zack tossed him a magazine, throwing it in a gentle upward arc. "Here catch."

Straightening out the crinkled cover, Cloud realized Zack had just given him a porn magazine. Raising it up, he asked, "What's this for?"

"Oh, it's just something from my stash." His voice cracked in embarrassment over the last few words. "I thought it might help you feel more like a man after this whole thing."

Cloud didn't quite know how to react. It was a bit embarrassing to be given a porn magazine from Zack, Lieutenant of the world's most powerful army. "Uh, yeah, thanks." Wanting to show his appreciation, he tried to smile, but it came out as a misshapen squiggle.

Zack's laughter broke through the awkwardness and made both men smile. "Alright, take it easy. Anyway, I'll see ya tomorrow at 5 o'clock."

Still flustered, Cloud looked down at the floor as opened the door and said, "See ya tomorrow."

~*~*~*~

When Cloud came over the next day, Zack was a whirlwind of excitement and cheerfulness. He was acting more like a puppy whose master just came home, than a top commanding officer of the world's largest military. Before Cloud could even say hello, Zack had placed the dress and accessories in his hands and ordered him to get changed.

On his way to the bathroom, Cloud noticed that Zack was dressed in something entirely different. Instead of his normal dark pants, suspenders, and sleeveless sweater, Zack was dressed in a dapper white military jacket and fitted pants. On the right side of his jacket there were several rows of rectangles denoting the many awards he had won for his service in the military. He also had a few other pins and other adornments that Cloud couldn't figure out.

The little green monster of jealousy that lurked beneath the surface reared its ugly head. Cloud started ruminating about the fact that Zack seemed to have it all. He was in SOLDIER, had an awesome girlfriend, friends, money, honor, and prestige. Not only that, but he was the nicest guy in the universe. Gaia, it just didn't seem fair. It didn't take Cloud too long to realize that he was thinking about it in the wrong way. He silenced the little green monster by telling himself that he was lucky to even be friends with such an awesome guy. Zack was the kind of guy that would take a bullet for a friend, so maybe dressing up as a girl wasn't so bad. After all Zack had done for him, he felt a little satisfaction in the fact that he was finally able to help Zack out.

Once he was in the bathroom, Cloud took a look at the bundle of clothing Zack had handed him, and he was pleasantly surprised that Zack had bought him a midnight blue dress. If the dress was a bright candy-pink, he might have just ditched Zack before even putting on the dress. Some things were not up for negotiation, like wearing pink.

The first thing he did was figure out how everything worked. The dress didn't look complicated, but he'd never worn a bra before, or pantyhose for that matter. Then there were two bags of vanilla pudding, which he was clueless about. He resolved to put everything on first and then maybe their usage would become more apparent.

After putting everything on, he was a bit scared to look in the mirror. He'd stepped off to the side so that he could purposefully avoid seeing his reflection. It shouldn't have mattered because no one would recognize him, but he didn't want to be an ugly girl. There was nothing strange about that, was there? Then there was still the issue of the vanilla pudding. . .

"Hey Zack," Cloud yelled out, "what's the pudding for?"

Zack got up close to the door and spoke through the thick wood, "Those are for your boobs."

"My what?!"

"Your boobs, you know, stuff 'em in your bra."

Cloud looked down and suddenly noticed that his bra didn't fit right. Even with the padding, there was still a gaping hole that needed to be filled with something, but pudding? "Why couldn't you have used socks?"

"This is much more realistic looking. Just don't let anyone feel you up and you'll be fine," Zack reassured him.

"You sure?" Cloud asked in a meek voice.

"Yes," Zack said in a soothing voice, like he was trying to comfort his paranoid girlfriend. "Now stuff 'em in and come on out so I can get a look at you."

After a bit of rustling, the door slowly opened and Cloud peeked out, his long blonde hair framing his face nicely.

"It's okay," Zack said encouragingly, "I'm the only one here."

"That's what I'm afraid of," Cloud grumbled. "Don't laugh at me or I won't be your date. My self-confidence isn't the best, even before I did this."

Cloud stepped out of the bathroom in a large clunky movement, unbefitting of the pretty girl he now appeared as. He noticed that Zack was staring at him, eyes wide with amusement and something else he couldn't figure out . It was hard to tell because he'd never seen Zack look at him like that. Shaking himself out of whatever fantasy world he was in, Zack moved Cloud over to the full length mirror in his bedroom.

With a big smile, Zack presented Cloud to the mirror and asked, "So, what do you think?"

Cloud paused for a while to take in the whole of his reflection. The dark blue dress made his eyes stand out, and complemented the blonde wig nicely, making it shimmer a golden blonde. Unlike his usual spikes, he now had soft shoulder-length curls, which softened the angular nature of his face. The dress had long arms to disguise his burgeoning biceps, and it was floor-length, which helped cover up his hairy legs and thick manly ankles. His ample bosom helped detract from his shoulders, which were broader than a woman's, though not quite as expansive as Zack's. He never really thought about it, but he had a cute behind, lean but muscular and slightly round. In short he looked. . .

". . . hot!" Zack blurted out. Cloud was still admiring himself in the mirror when Zack ordered him to get ready to leave. Cloud grabbed his purse, waiting by the front door while Zack made sure everything was turned off, and the house was safe before leaving. Smacking Cloud on the butt, Zack said, "Come on sweet cheeks, let's get moving. We don't want to be late."

Cloud scowled and punched his friend in the arm.

Zack just chuckled and dismissed Cloud's anger saying, "You hit like a girl."

Out of all the things he could have said, he had to say that, Cloud thought. Cranking back his shoulder, he summoned his accumulated anger and threw a much more forceful punch.

Zack yelped in pain. "Owww," Zack said as he rubbed his tender bicep, "that one actually hurt."

As he listened to Zack complain, he smiled. There was nothing more satisfying then delivering a little bit of pain to his friend, especially when he deserved it.

In a low seductive voice Zack leaned over and purred, "You know, you're pretty feisty for a girl. I like that in a woman."

Rolling his eyes, Cloud responded, "Oh gods Zack, stop being such a pervert."

"What you mean like this?" Zack said playfully as he spanked Cloud again, but much harder this time.

Cloud yelped in pain. Even through the dress layers, Zack packed quite a wallop in his spankings. He was going to have a bright red handprint on his ass the next morning, and it took all his effort not to rub his sore butt cheek. The last thing he wanted to do was give Zack even more of a reason to tease him. "That's it," Cloud snorted, "I'll see ya there." He picked up the front of his floor length dress and started running towards the ballroom. He felt like a princess in a fairy tale, running away from the villain. It was a very unsettling feeling for many reasons.

Zack hooted and hollered as Cloud ran away, thoroughly enjoying himself.

Cloud slowed down once he realized that Zack wasn't pursuing him. Looking over his shoulder, he shouted, "Fuck you Zack!" As soon as the statement made it out of his mouth, he immediately regretted his choice of words.

Cupping a hand over his mouth, Zack yelled, "Maybe later tonight." After a brief pause he added, "If you're lucky." To torture his friend even more he yelled, "Once you go Zack, you never go back!"

The faint echo of Zack's laughter made its way down the empty hall. Cloud could feel his cheeks redden with both anger and embarrassment. Being mindful of the wig he was wearing, he gently shook his head in resignation as he wondered why in Shiva's name he agreed to go along with Zack's stupid idea. Zack owed him big for this! He would have never agreed to dress up like a girl if he knew Zack would act like a horny teenage boy. Now he realized that all the rumors about Zack were true. He really would hit on _anything_ with boobs in a dress, which included Cloud in his current padded-bra state and floor length dress.

Cloud kept running as fast as his legs would carry him, trying to put as much distance as possible in between him and Zack, the raging inferno of testosterone. Unfortunately for Cloud, this was only the beginning of a long night.

~*~*~*~

**To be continued in Part 2. . . **


	2. Chapter 2

**Rating: Mature.** Okay, let me explain this one. This chapter is more like in between a Teen and a Mature rating, and it concerns the flashback. Zack convinces Cloud to wear a dress. Seph does have a sexual fantasy about Miss Cloud. I'm not sure if you'd call that yaoi because it isn't actually happening, and no body parts are described. It has a point to it, but if you don't like that kind of thing you can skip over it. You'll know when it's coming. I know some people are sensitive about it so I italicized the explicit part to make it easier to identify.

**Zack Charming**

**Chapter 2**

_**Beta Reader: Blue Jae**_

After being teased, taunted, and Zack-handled, Cloud was thoroughly pissed off. At the moment he wasn't sure how he was going to handle the situation, but he knew that something needed to be done before things spiraled out of control. It was only the beginning of the night, and Zack had already spanked him and insinuated sexual relations. If it got much worse. . . Cloud shuddered as his mind drifted off into the possibilities that the night held in store. Yes, something definitely needed to be done. Cloud wasn't the type to discipline a superior officer, but he figured that wearing a dress for said officer certainly entitled him to some benefits, like disciplining him for inappropriate behavior, even if he was a 1st Class SOLDIER.

He found a secluded area behind a tall potted plant to bide his time because he didn't want to attract attention. The last thing he wanted was to be the 'gossip du jour' on tomorrow's "Shinra Daily." Being labeled as Zack Fair's feisty date was nothing he aspired to.

Zack strolled up to the ballroom in an easy stride and realized upon entering that he didn't know where his date was. After doing a quick scan of the room for blonde spikes, he couldn't find his friend, which made him realize that that Cloud no longer had his infamous hair-do. "Guess I better call him," Zack mumbled to himself.

Moving to the side of the ballroom, Zack whipped out his phone and dialed Cloud's number, "Hey, where are you?"

After making sure that he wasn't being watched, Cloud replied into the phone, "I'm behind a tall plant on the outside of the building."

Zack couldn't help himself as the words came out quicker than his self control. "Playing hard to get, eh?" He heard a loud groan on the other side of the phone followed by silence. "Guess he doesn't know how to have a little fun," he humphed.

It didn't take Zack long to find his friend once he made it outside. Even without the blonde spikes, Cloud still stood out from the crowd. As Zack approached him, he noticed that Cloud looked rather upset, and for some reason, his dour expression reminded him of the time Aerith got mad at him for stepping on her flowers. Eyebrows knitted in anger, lips upturned in a petulant frown, and arms crossed below the chest; it was the look of a woman scorned. A gut feeling kicked in and warned him to turn the other way, but it was too late because he had already been spotted.

Now that Zack was within reach, Cloud hit him with his purse

"Owww," Zack groaned, rubbing his arm. "What was that for?!"

Cloud cranked back his purse, ready to administer a deserved second beating.

Zack put out a hand out to stop the impending attack and said, "Okay, okay, I get your point. Earlier, I was a bit. . . "

". . . of an ass," Cloud responded sharply.

"Yeah, okay. I guess I deserved that." With a sigh he started again, "Look I'm sorry." Reaching out a hand, he gave one of his genuine smiles. "Friends?"

Cloud looked at Zack's smile, narrowed his eyes in contemplation, and took the proffered hand. "Yeah, friends."

"That's it, now give me a hug."

Before Cloud could protest, Zack enveloped him in a warm embrace. For a moment it almost felt nice, warm, strong, and sheltering. Then Zack opened his mouth, "Wow, those tits really do feel real." Stepping back, he took a look at Cloud's chest and proudly said, "I did a damn good job."

This earned him another wallop from Cloud's purse.

"Sweet Shiva! What did you put in that thing, lead?"

"Sort of," Cloud smirked, "Before we left, I took one of your weights and stuffed it in my purse. Self-defense."

"What do you need self-defense for when you have me? You scared I won't protect you?"

"When I said self-defense, I was referring to you," Cloud said dryly, keeping his eyes straight ahead.

"Who me? I'm always a gentleman," Zack said, half-jokingly.

"Yeah right. . . " Cloud grumbled.

"Hey, it's not my fault if you look hot enough to be a centerfold model." Zack lapsed back into that tone of voice that made Cloud's skin crawl.

Clenching his fists, he tried to refrain from throwing a fit. "That's it, as soon as we get back to your place I'm taking this dress off."

Leaning in close to the blonde, Zack growled, "So, you've considered my offer for the night."

They were inside of the ballroom now, so Instead of giving his friend another hard helping of purse, he elbowed him sharply.

"Kidding!" Zack yelped. A few heads turned at the loud verbal intrusion, and Cloud shrunk into himself at the unwanted attention. Zack leaned over and whispered, "Damn. You need to loosen up a bit or you'll get your panties in a knot."

"Let's put you in a dress and see how happy you are," Cloud hissed.

Zack shut up for the moment, which ushered in a reticent period of calm. Now that it was quiet, Cloud finally had a chance to notice the grandeur of the ballroom. Authentic crystal chandeliers dangled from the ceiling, a five piece orchestra played at the front of the room, elaborate centerpieces decorated the tables, ice sculptures of Sephiroth and Zack stood proudly. Wait, Zack? Cloud did a double-take, checking to make sure that his eyes weren't deceiving him. Sure enough, there was an ice sculpture of Zack on the table opposite Sephiroth. Being friends with Zack, he sometimes lost perspective and forgot how famous his SOLDIER friend really was.

Noticing that his friend was staring at something, Zack clapped the blonde's shoulder and asked, "What ya looking at?" Then he noticed the direction of Cloud's gaze, and spotted the ice sculpture of himself. "Whoa, that's awesome! That's me up there by General Sephiroth. Would it look too obvious if I went over there and took a picture of it?"

Zack's inane comments sent Cloud hurtling back to Earth. "Yes."

"Yeah, I guess you're right," Zack agreed. Just then, he looked away from the sculpture and spotted Kunsel from across the room. "Hey, look it's Kunsel," Zack said as he started walking toward his SOLDIER friend. "C'mon, let's go say hi."

Zack led the way, expecting his date to follow him, but instead Cloud pulled back on Zack's arm causing him to stop. In a voice fraught with worry, he whispered in Zack's ear, "Wait, he's not going to recognize me is he?"

"What? No way," Zack announced in a voice much louder than a whisper. "I did a totally awesome job dressing you up. Alright, now come on." Zack grabbed Cloud's hand and started dragging him across the floor.

"Could you say that a little louder?" Cloud grumbled, "I don't think the whole ballroom heard you."

"Sounds like you've got a stick up your ass," Zack teased.

"Yeah, you would know," Cloud said discreetly, barely moving his lips while keeping his vision straight ahead.

As Zack and Cloud approached, Kunsel said in a vulgar tone, "Well, well, well, if it isn't Zack Charming and his Lovely Princess." Then Kunsel braced himself for one of Zack's man-hugs.

Zack nearly jumped on Kunsel as he hugged him, patting him on the back a few times before parting. Looking around, he asked, "Hey, where's your girlfriend, Chelsea?"

"Oh, she's just in the bathroom. You know how girls are," he said with a sigh. Zack rolled his eyes in acknowledgement. "Speaking of girlfriends, where's Aerith?"

Zack looked down at the ground and nervously rubbed the back of his neck. "Oh, uh. . . she was really sick so she couldn't make it." Turning to Cloud, Zack said, "She let me bring one of her friends." Zack blurted out the first name that came to his mind, "His name is . . . Skye." Cloud flinched and Zack realized his mistake, so he tried to redo the introduction. "Her," Zack said definitively, "Her name is Skye."

Cloud felt like smacking his palm onto his forehead, but instead he looked at the ground to hide his expression of annoyance. He just hoped Kunsel was as dense as Zack.

"Huh," Kunsel said speculatively, taking a step back and crossing his arms over his chest. "That's quite an unusual name. She isn't related to your friend Cloud is she?"

"Uh, n-n-no!" Zack stammered, "Why would you think that?"

Taking a step towards Cloud, Kunsel peered into his eyes. "There's something about those eyes that just looks so familiar." Cloud focused on Kunsel's forehead so that his eyes wouldn't betray his identity.

Kunsel noticed an errant blonde spike, a different shade from the wig, sticking out. Why did that blonde spike look so familiar? Leaning close to the blonde, he whispered, "Is that really you Cloud?"

Cloud slumped forward and hung his head in shame. Zack pat him on the back, mockingly empathetic, saying, "Being my date isn't the worst thing in the world."

"Yes it is," Cloud grumbled as he pulled himself back up. Then he tucked the blonde spike under the wig.

"Dude, that's awesome!" Kunsel said, trying to keep his voice down but doing a poor job of it. "You really look like a girl. Hey, if that SOLDIER thing doesn't work out, you could probably get a job at a bar dancing as a cross-dresser." Kunsel burst into laughter as he finished the statement, and Zack joined in.

"Thanks," Cloud said, his voice flat and annoyed, "I'll remember that."

After calming down enough to form a coherent sentence, Kunsel asked, "Hey, are those boobs real?"

Cloud threw him a dirty look. "What do you think?"

"Awesome," Kunsel said with a big grin on his face. Completely mesmerized, he reached a hand out toward Cloud's breasts as he asked, "Can I touch them?"

Zack sharply slapped his hand away, "Paws off my girl." With a smug smile smeared on his face he said, "Touching her boobs is my job."

Kunsel gave Zack a high five and said in a chauvinistic voice, "Score! You the man Zack!"

Cloud turned his back on the whole thing, acting much like a mad girlfriend whose boyfriend had just offended her. Defending himself would only add fuel to the fire, and Zack was blazing brightly at the moment. He decided that he wasn't going to give in because it was time for Zack to apologize. His pride may have been buried beneath nylon stockings and a padded bra, but it was still there.

After a few minutes of conversation, Cloud overheard Kunsel say, "I better let you get back to your girlfriend. Dude, she looks pissed." This statement was followed by a great deal of snickering.

Zack came up behind Cloud, gently put his hand on his shoulder and tried to spin him around, but Cloud refused to move. "Hey, c'mon you know I was only teasing," Zack pleaded. "I didn't mean it."

". . ."

Lowering his voice, Zack gingerly pulled on Cloud's arm and started to whisper something in his ear. "People are starting to watch because we're making a scene. Like I said, I'm really sorry. How about I go get us some drinks and give you some more time to cool down."

Cloud's scowl only deepened because this whole thing wasn't his fault. In fact, Cloud knew stuff like this was going to happen, but Zack convinced him to come to the ball despite it all. Trying his best to salvage appearances, Zack gave Cloud a few friendly pats on the forearm before leaving him at the side of the ballroom.

While Cloud was waiting for Zack to return, he started to feel slightly uncomfortable, being alone in a room full of strangers made him feel oddly vulnerable. Now he wished that Zack hadn't left. He thought about chasing after him, but he couldn't find him in the midst of the crowd because black hair and glowing eyes were no longer an anomaly in a room full of SOLDIERs. With the low lighting, the room almost looked like a field of fireflies, glowing in different shades of blue, green, and brown. At least he was finding things to amuse himself while he stood around, feeling like an idiot, waiting for his date to return.

Little did Cloud know that from a distant corner of the room someone was watching him. That someone was Sephiroth. He latched onto Cloud's vulnerability like a hawk to a mouse and dug his claws in deep. He found it amusing how the blonde shifted and fidgeted, clearly as uncomfortable as he was at the party. That was supposed to be the end of the matter, but he found himself unable to turn away. Her blue eyes burned with a fiery intensity, the mark of a fighter, and he was drawn to her like a moth to a flame. Sephiroth liked his lovers feisty, he always liked a challenge. For all his grace and poise, he was aloof when it came to social matters, so he kept his distance for the time being, it was best not to get burned. Every now and then there were exceptions, and there was something _exceptional _about that blonde in the deep midnight blue dress.

As he gazed into her eyes, he felt himself get lost in those deep pools of blue, and before he knew it he was drowning in her essence. This really wasn't like him, so unrestrained and lacking in control. He tried to fight his emotions, to keep from feeling, but the more he struggled the deeper he sank. This was more than simple attraction. He wanted her, no needed her to be his. He would make her submit to him as his humble servant when he ruled supreme, and in return he'd bring her the salvation she desired, but not without making her beg for it first.

_It wasn't long before his thoughts went to his groin. He imagined her completely naked underneath him with pure porcelain skin, spun from bone and the finest clay, creamy, smooth, and flawless. _Perfection_. He would suckle and bite that beautiful skin, make her flesh dark and red, like the blood that coursed within his troubled heart. He would show her pain, bring her angelic form down to earth, and teach her what it meant to be human. _

_Pinning her down by the wrists, he'd thrust into her, delving into her warm abyss of purity. She'd buck and beg beneath him, screaming for release, but he'd make her wait. She needed to know who her master was. But he was only human, and the image of her body squirming beneath him, raising her hips, waiting for her master to bring her salvation was too much. He'd give into her demands, that selfish bitch, always wanting more than he could give. Pounding into her, the heat would coil in his stomach as his thighs slapped violently against her. As she came, she'd toss her head back and cry out his name, bringing him over the edge. _

_He'd hold her down until he finished riding out the waves of pleasure, coating her insides with his warm essence. Bathed in the warm afterglow of bliss, he'd tuck her smaller form into his, and she'd snuggle against him, whimpering in painful pleasure. Satisfied, he'd gently kiss the bruises he made and apologize for being so rough. _

Startling him out of his thoughts, his secretary rushed in and discreetly whispered, "Sir, I'm sorry to bother you, but another Genesis sighting has registered on the computer. You told me to come get you if that happened."

Distancing himself from his emotions, he replied in a composed voice, "Yes, yes, of course. I'll be there as soon as possible."

As he walked toward the ballroom exit, he looked over his shoulder and caught her gaze. Her eyes opened wide with surprise and something akin to fear. From across the room he could almost hear her take in a sharp gasp. Someday she would be his. Only next time, she would bow down before him, on her knees, as his slave. This brought a subtle smirk of satisfaction to his face, and then he left the ballroom to attend to business.

Their meeting was fated by the heavens, a cataclysmic collision of the sun with the moon. This union would bring about a solar eclipse of sorts, a blackened sky when it should be day. One would bear the flame of salvation, while the other would bear the scythe of doom. Perhaps Sephiroth knew their destiny before anyone else did. Maybe there was a method to the madness, and Sephiroth had everyone fooled.

~*~*~*~*~

With a champagne glass in each hand, Zack headed back over to Cloud only to find that something was completely amiss. The blonde looked painfully afraid, like he'd seen a ghost. "Hey, you okay?" Zack asked. Cloud was still unresponsive, so he gave him a gentle nudge to bring him back to reality.

"Huh?" Cloud was relieved to see friendly blue eyes instead of the cold green ones he expected. "No I'm fine, it's just. . . "

"What is it?" Zack rushed in, worried, "did some guy harass you while I was gone? I'll go talk to him, where is he?!"

Cloud just looked down at the floor and shook his head. "No, that's not it. It's stupid. . ." His voice trailed off in a melancholy fashion, a silent plea for further inquiry.

"Well, what is it then?"

"Like I said, it's stupid."

Realizing this was going to be a lengthy conversation, Zack put the two glasses of champagne down on a nearby table. "Why don't you save us both some time and just tell me instead of making me drag it out of you."

With a sigh Cloud started, "You promise not to laugh?"

"Promise," Zack agreed, crossing his fingers in a visible location. His friend threw him a dirty look.

"What?" Zack asked shrugging his shoulders. "What if it's really funny?"

"Nevermind," Cloud groaned and turned his back on Zack.

Spinning his friend around, Zack apologized, "Sorry. I won't laugh."

Cloud eyed his friend suspiciously before deciding to trust him. With a sigh he said, "Sephiroth looked at me."

". . . and?"

"That's it."

"That's what you were so afraid of telling me?"

Cloud expected a stronger reaction from Zack or at the very least a reflective pause. Even laughter would have been better than the casual tone Zack responded with. Trying to add more emphasis to the gravity of the situation, he lowered his voice. "Well, that's not it. He didn't just look at me. He_ stared_ at me like he was undressing me with his eyes." His eyebrows furrowed as he relived the memory. "Then he smirked, like we shared an inside joke or something. It was really creepy."

Zack chuckled, "Come on, you're messing with me." He half-expected Cloud to join in on the laughter, or crack a smile, but he didn't. There was nothing funny here.

"Zack, I'm not joking."

Trying to lighten up the situation, Zack said, "You were probably just seeing things. Maybe you're hungry." Grabbing Cloud's wrist, he started to pull him in the direction of the appetizers.

Cloud yanked his hand out of Zack's grip. "I'm not a kid Zack, and I know what I saw."

"Look, I'm not saying I don't believe you, but it could have been many things. You always assume the worst, am I right?"

"Maybe."

"See. Now, why don't we go get something to eat. I'm sure it will make you feel better." Seeing that his friend was still reluctant to move, he tried a more enticing strategy. "Hey, I heard they have those cloudberry tarts you like so much."

Cloud's ice-cold face cracked and melted into a smile. Cloudberries were indigenous to cold climates like Nibelheim because they needed cool summers to grow, which is why he hadn't had any since he left home. He loved cloudberry tarts, which were warm flaky pastry shells with a luscious filling that was both tangy and sweet. It made his mouth water just thinking about them. He eventually conceded, "Alright, but only because of the tarts."

The food only reminded him of how hungry he was. He'd been so nervous about the whole affair that he'd forgotten to eat earlier in the day. It took all of his self control not to scarf down the whole platter of tarts. Zack had to remind him more than once that his voracious appetite was unbecoming of a lady, to which Cloud responded, "Bite me."

Dinner was right around the corner, but it couldn't come soon enough for Cloud. The less time he spent mingling with Zack's friends and acquaintances, the better. Being introduced as Zack's date was bad enough without the snide glares he received from most of the girls in the room. He'd always assumed being a girl would be easier, but now he wasn't so sure. His thoughts drifted to Tifa. She must have it hard, he mused, being the perfect package of brains and beauty. He'd get into SOLDIER so that he could come back to protect her. He'd be her hero, and the next time she called he'd be there. It was a promise they'd made by the well years ago on a starry night.

Zack jostled his friend out of his musings. "Hey, wake up there buddy, it's time for dinner."

"Huh?"

"Dinner, you know. Food. I thought you were hungry." Just then he took notice of the dazed look on Cloud's face. "Hey, you okay buddy?"

Shaking himself out of it, he responded in a certain voice, "Yeah, I'm fine. Let's go eat."

As they approached the table, Cloud stood right behind Zack. Since the table was mostly vacant, they had their choice of seats, so Zack picked out the two closest to them. Before Cloud could pull out the chair from the table, Zack beat him to it. "Here ya go," he said with an inviting arm gesture.

This was the first time tonight that Zack had shown him some respect. Ironically, it made him feel even more uncomfortable, if that was even possible. "Uh, thanks."

"Sure, no problem." Zack flashed him a friendly smile as he sat down. "Hey, there's a basket of bread, you want some?"

"Yeah."

As Zack was reaching for the bread, Cloud heard footsteps approach the table and stop right beside him. Then a smooth baritone voice asked, "Pardon me miss, is this seat taken?"

Cloud looked up into soft blue eyes, and a million dollar smile, full of bright white teeth. It was Rufus Shinra, the president's son, heir apparent to the world's fortune. He could hardly believe it. He'd never actually seen him in person before. Not that he really cared to, but he found himself in awe, like it was Sephiroth standing beside him instead. Frozen and unable to move, the most he could do was take a big gulp of stale air.

"I guess I'll take that as a no," Rufus said, taking the seat beside Cloud. "So Zack, who is this charming lady you've brought with you tonight."

"Oh her?" Zack asked in surprise, nearly choking on a piece of bread. He didn't anticipate Rufus taking a liking to Cloud. "She's just a friend of my girlfriend, Aerith."

Rufus gave a wolfish smile. "Friend you say?" Then he turned to Cloud. "Well it's a pleasure to meet you," he said in a smooth gravelly voice, the type that made women swoon. Cloud had never heard anything quite like it. A voice so seductive and soothing he could almost feel himself melting in his seat. "I assume you already know who I am, so why don't I skip the introduction. Please, tell me about yourself."

Cloud may have looked like a girl, but there was nothing that could be done about his masculine voice. He needed some help out of this one. Since it was Zack that got him into this mess, it was Zack that should get him out of it. But at the moment, Zack was completely engrossed in the bread before him, so Cloud elbowed him sharply to get his attention.

Zack turned around and was greeted by a panicked Cloud, who silently mouthed the words, "I can't talk."

"Oh, I got ya." Leaning forward so that he could see Rufus, Zack said, "You'll have to excuse my friend, she had a bout of laryngitis so she can't really talk at the moment."

It was as good of an excuse as any, so Cloud played along and gave a shy nod.

Rufus leaned in towards Cloud and lowered his voice in a seductive fashion, "Don't worry, words aren't needed to express one's feelings."

Cloud could feel his face getting warm, and his cheeks turned the color of ripe tomatoes. Suddenly, locking himself in the bathroom for the rest of the night didn't seem so bad, but he didn't want to bail on Zack. Stupid conscience, he thought to himself.

"Since you're currently at a loss for words, why don't I tell you a little about myself," Rufus said with a charming smile. Before Cloud even had a chance to respond, Rufus started discussing firearms and how he'd recently perfected his one-handed firing technique with a sawed-off shotgun, something even Cloud had to admit was quite a feat of achievement.

Firearms eventually led to talk of business, but then again, almost everything circled back to business. It had been the sole focus of his twenty years of existence. From the cradle to present, his father had been grooming him for the family business. ShinRa: it was a name that meant something, which is why he used it to flirt with women. It worked 99.9% of the time, with Cloud being the one exception. Cloud wasn't like most girls, even without the bulge under his pantyhose.

Rufus bragged about his newly acquired stocks and investments before droning on and on about how Mako-powered vehicles were the way of the future. Cloud could feel himself losing interest, and he struggled to keep from nodding off. After a while, Rufus noticed this and decided to liven up the conversation with some tales of his breathtaking adventures around the world.

"So, have you ever been to the Northern Continent to see the Aurora Borealis?"

Cloud perked up a bit, but tried to refrain from looking too interested lest he give off mixed signals. If nothing else, it was a more interesting topic. Growing up he'd seen pictures of it in books, rainbow colored lights dancing in the sky against a stunning white background. Nibelheim had snow, but that was about it. Someday he wanted to take Tifa up there to see it, but she'd never go with a loser like him. He needed to get into SOLDIER first. Then she'd want to spend time with him. Unfortunately, it was Rufus who wanted to spend time with him at the moment.

"When you get the chance, you should go see it sometime, or better yet. . . "

Rufus was interrupted by a booming voice that carried a hint of warmth and familiarity. "Rufus, it's good to see you again." It was Mark, the CEO of a small power company that was contemplating a merger with ShinRa. There were small pockets of the world that ShinRa didn't own, at least not yet

Rufus turned and greeted Mark with a firm confident handshake before inviting the man to sit down beside him. While Mark was getting settled, Rufus turned to Cloud and said, "I'll just be a minute." Business always came first.

Taking advantage of the opportunity, Cloud moved his chair as close to Zack as possible, all the while trying to be discreet.

"Whoa, you're getting friendly," Zack said with a light chuckle.

Cloud just sighed and leaned into Zack. "Don't worry, you'll feel better after dinner," the SOLDIER reassured his friend. Then he proceeded to introduce him to several people at the table.

While he'd been occupied with Rufus, the table had filled up with well-to-do businessmen and top Shinra executives. Zack kept the conversation flowing freely on his side of the table, while Cloud listened about half of the time. The other half of the time he stared at his plate and listened to the rumble of his stomach.

At last dinner came and for Cloud it was the event of the evening. Being at the head-table had its advantages because they were served first. The mouthwatering aroma of seared meat wafted through the air making Cloud almost forget about the Rufus situation, almost.

Zack hadn't told him what they were being served for dinner, but it sure smelled good. The servers started with President Shinra and went around the table serving dinner in a clockwise fashion. Finally the plate was in front of him. The entrée was a tender filet of Wutain corn-fed beef along with a roasted free-range chicken breast stuffed with garlic herb cheese and served with lemon butter. Garnishing the entrée were sides of garlic mashed potatoes and tender asparagus spears.

Cloud had no trouble picking out what he wanted to eat first and started with the steak. On the first bite, he savored the warm flavor of the meat and let it melt in his mouth. Then his stomach got greedy, and he started devouring the steak as fast as he could swallow.

"Whoa, slow down there Skye," Zack said humorously. Then under his breath he muttered harshly, "You're eating like a Shinra grunt that hasn't seen decent food in weeks."

Cloud stopped mid-bite and looked up from his plate only to be met by a few curious glances. Zack had a point, so he tried to slow down.

He finished his steak and was about to start in on the chicken breast when he felt something funny on his right foot. It felt kind of hard and nondescript, like a foot. Was someone playing footsie with him?

His first inclination was to stomp hard on the assaulting foot because he had enough of Zack's shenanigans for the night. Then he realized Zack was on his left and it was his right foot that was being played with, which meant. . . He looked over at Rufus who was wearing a sly grin. Suddenly, he lost his appetite.

He tried to pretend that everything was okay, but he was focused so hard on not thinking about it that it made him think even harder about it. It was a vicious cycle of thought, and it had to be stopped. Leaning over, he cupped a hand around Zack's ear and whispered, "Meet me under the table."

Before Zack even had a chance to ask his friend what he was talking about, Cloud had already slipped under the table.

"Uh, excuse me folks, my friend lost her earring and I'm going to try to help her find it," Zack explained. He ducked under the table to find Cloud crouched down on his knees. "Hey buddy, what's the problem? Is there any reason we're under a table?"

With great hesitation he said, "Well. . . you're not going to believe me."

"If you don't want to tell me then why did you call me here?" he asked with annoyance.

Cloud let out a tired sigh and was about to explain the situation when another voice spoke behind him. "Did anyone lose an earring?" Cloud recognized that voice, it was Rufus. "Zack, your dinner is probably getting cold, why don't you let me handle the situation."

Zack shifted his gaze from Rufus to Cloud a couple of times before noticing that his friend's eyes were as wide as saucers. Something wasn't right. He hadn't been paying much attention earlier, but it didn't take a genius to figure it out, Rufus was hitting on Cloud. "Uh, no that's okay. I know what the earring looks like so I think I'll be of better help. It won't take long."

Rufus' face remained expressionless, but his voice had a cold, sharp edge to it. "Lieutenant Fair, I insist you eat your dinner if you know what's best for you."

Rufus always got what he wanted and he'd make trouble if he didn't, so Zack clenched his fist and acquiesced to his request. "Listen Skye, Rufus is going to help you find your earring but I'll just be right above the table if you need me."

As Zack went back to his seat, Rufus crawled over to Cloud. Now in close proximity, Cloud could see the freckles on the bridge of Rufus' nose.

"Looks like someone wants to play a game of hide and seek," Rufus said. "Peek-a-boo, I found you."

Like a scared animal trapped in a cage, Cloud backed away from Rufus, which was futile because there wasn't much room under the table to move. "Don't be scared," he cooed. Reaching out a hand he caressed Cloud's cheek. "I don't bite," he paused for emphasis,_ "hard."_

A wave of panic rushed over Cloud, and he shot straight up into the table. It felt like someone bashed his head with a hammer, but that didn't matter now because he had to get away. Using the distraction to his advantage, he crawled away from Rufus and back to his seat where he was met by a table full of curious glances. Rufus followed shortly after. Unsure of the proper reaction, everyone looked at Rufus, waiting for him to make the first move.

"It's okay everyone, she was just excited that she found her earring," Rufus explained. He cracked a smile, and the table erupted into nervous laughter.

Eventually people resumed eating and the incident was quickly forgotten by everyone except for Cloud. He had a quarter-sized bump on the top of his head, and at the moment he had a horrible headache. His appetite left along with his dignity, so he resorted to pushing the food around on his plate for the rest of dinner. Zack gave him an empathetic look before asking if he could finish it off.

Cloud and Zack were the first ones to leave the table after dinner, which Zack blamed on the fact that his date didn't feel well. They stepped off to the side, out of reach of prying ears. Cloud asked, "Can we go home now? I'm feeling really tired."

With open arms, Zack said, "Come here let me give you a hug."

Cloud took a weak step forward into Zack's arms and relaxed, letting his friend support the bulk of his weight for the moment.

"Do ya feel better?"

Cloud just weakly nodded.

"Good, cause there's one more thing we have to do tonight before we go." Before Cloud could get away, Zack had a strong grip on his wrist and started pulling him towards the dance floor. Unlike last time though, Cloud didn't have the energy to fight, so he just meekly followed.

"Zack, I just want to go home," Cloud complained.

"Come on, just one dance, please?"

Looking over his shoulder, Cloud saw that Rufus was still eating. The coast was clear; he would be safe for now. "Alright," he groaned, "just one dance and then we go home."

Stepping onto the dance floor, Zack showed Cloud how to stand. "You put your hand on my shoulder, and put your hand out like this and now we're ready."

Furrowing his eyebrows, Cloud asked, "How do we move?"

"That's the easy part. You just follow my feet."

Zack started moving and Cloud looked down at his feet, which prompted Zack to say, "Don't look down, keep your head up."

"What if you step on my feet?"

"What if you step on my feet?"

"Then it's funny," Cloud smirked.

Zack just shook his head in dismissal of the comment and kept his feet moving. Soon enough, they were moving across the floor in a semi-clunky fashion.

"That's it, you're doing good," Zack said encouragingly.

It did little to change the frown on Cloud's face. "Just admit it, we suck."

Zack chuckled, "No, you suck. I'm actually pretty good at dancing, but I'm doing the best with what I have here."

Cloud let out a groan, "Thanks for the encouragement."

"Hey, no problem. That's what friends are for."

Eventually, they found a certain rhythm to the waltz music, and their movements started to take the shape of dancing. "One, two, three, one two, three," Zack said softly in time to the music.

Suddenly, Cloud's face paled. "What is it Spike?" Zack asked, temporarily forgetting his friend's disguise.

Unblinking, Cloud stared straight ahead, like his face was paralyzed. Turning around, Zack saw Rufus standing right behind him, waiting with a smile.

"May I have this dance," Rufus asked Zack, nodding towards Cloud.

Zack hated to sacrifice his innocent friend to Rufus, but it was only for a dance. Besides, he'd be close by so nothing bad could really happen. Cloud would forgive him eventually, just like he always did. "Okay, but only one dance. My friend isn't feeling well after dinner. I think her steak didn't set well."

"But of course, I'll return her back in perfect condition."

Cloud thought up a few swear words and mentally sent them in Zack's direction, which was all he could manage at the moment.

Rufus bowed before the beautiful blonde lady in front of him, and Cloud in turn just stared at him in bewilderment. "My fine lady, shall we dance."

Before Cloud could even refuse, Rufus snaked an arm around his waist and tried to pull Cloud flush against him, so that they were like two lovers in the 'heat of the moment.'

Doing his best not to draw attention, Cloud tried to resist Rufus' attempt to pull him close, but Rufus was determined. Cloud lost the struggle and crashed into Rufus with a loud pop.

"Oooo," he said with a sultry laugh, "is that the sound of your heart beating for me?"

Cloud just nodded nervously. It was better than trying to explain that one of the pudding bags stuffed in his bra had a leak. The wet pudding against his skin made him shudder, it felt gross and uncomfortable. At least Zack had gotten him an underwire bra so the pudding didn't dribble down his dress. It was fairly contained within the bra cup, at least for now.

They were close enough now that Cloud had to either stare Rufus in the face or rest his head on Rufus' shoulder, so he chose the latter. As Rufus started moving, Cloud closed his eyes and tried to imagine that he was dancing with Tifa instead. He assumed the role of a handsome SOLDIER and she was his beautiful date. They were here together at the annual ShinRa Ball and gliding across the dance floor in graceful movements. There was magic in the air, they both could feel it. Since this was his fantasy, he was definitely getting 'lucky' tonight, and Tifa would like it, a lot. The illusion worked at first, until he felt Rufus' hard erection pressing into his lower abdomen. He struggled to calm his gag reflex.

Then Cloud tried to focus on something else. Maybe Zack could get him out of this mess? Unfortunately, his SOLDIER friend had lost focus and was on the sidelines absent-mindedly watching the other couples. Trying to get Zack's attention, he carefully enunciated each silently-mouthed word. "Hey, the pudding bag popped."

He had to repeat it a few times before Zack noticed. However, his friend wasn't fluent in reading lips so he had no idea what Cloud was saying. He gave him a thumbs-up sign. Those never hurt, right?

Unbelievable, Cloud thought to himself.

A hand came up and started stroking his hair. "Mmmmm, your hair is so silky." Then Rufus leaned forward, "and smells like. . . like plastic?"

Even Cloud had to smile at that comment.

"Ah, so it's humor you like, I wish I would have known earlier as I am quite the comedian when I want to be."

Rufus tried to get another smile out of Cloud, but he was unsuccessful. As soon as the music ended, Rufus loosened his grip, and Cloud broke free of his embrace. He nearly ran to the bathroom to take care of his misshapen breast.

Zack noticed a blonde and blue blur moving quickly towards the bathroom. He realized it was Cloud, so he rushed in to cover for his friend. "Sorry sir, you'll have to excuse her. She wasn't feeling well."

Rufus held up his hand as if halting the apology, "No apology needed. Perhaps she'd feel better on another date." Reaching into his pocket, he took out a business card from his infinite supply. "Give this to her for me." The he kissed the back of the card, "Courtesy of Rufus Shinra."

"Uh, yes sir," he said, taking a lingering look at the card before putting it into his pocket. "Now if you'll excuse me, I have to go check on my date."

Rufus gave a nod to excuse the SOLDIER, and Zack took off towards the ladies restroom to wait outside for his date. Cloud emerged about ten minutes later, with a slightly misshapen chest and a crestfallen expression. There were a whole slew of profanities he wanted to say, but he was tired and at the moment and it seemed like too much work. In fact, he didn't even want to talk, so they walked back to Zack's apartment in silence. Zack tried to drape his arm around his friend's shoulder as a demonstration of amity, but Cloud shrugged him off. It would be a long time before Cloud could tolerate the friendly touch of another man.

As soon as they made it inside Zack's apartment, Cloud threw off his shoes and ran to the bathroom. He'd never been so happy to get naked in his life.

"Hey Spike, aren't you forgetting something?"

Peeking his head out of the bathroom, he stared blankly at Zack.

"Here, let me get you a clean towel and some clean clothes."

"Thanks."

When Zack came back the bathroom door was closed and the shower was running, so he knocked on the door. He spoke loudly so that Cloud could hear him over the running water. "Hey, I set the stuff outside for you."

Then he went over to the fridge, grabbed a beer for himself and Cloud, and flopped on the couch. Actually, the night turned out better than he expected. Of course, he would have preferred to take Aerith, but Cloud was an okay guy. Perhaps the only friend he had that would play dress-up for him, which said something about Cloud's character and their unique friendship.

Putting his feet up leisurely on the coffee table, he rested his head on the back of the couch and started to doze off. The sound of rustling clothes woke him up about a half hour later.

"Hey Spike where ya going?" he asked groggily, rubbing the sleep out of his eyes.

Cloud looked embarrassed, ashamed even, like he'd be caught in the middle of some scandalous activity. "Oh. . . I didn't mean to wake you. I was just leaving."

"Leaving?" Zack asked with a mix of humor and incredulity. "Nah, why don't you spend the night. It's pretty late and you must be tired. I'll even let you have the bed."

Cloud paused, contemplating, "Where are you going to sleep then?"

"In the bed with you."

There was silence, except for the loud thud as Cloud's bag hit the floor. "I. . .I should be going."

"Hey, I'm just messing with ya. I'll take the couch." Zack hit his knee and started laughing, "Oh man, you should have seen your face." Zack did a mock imitation of Cloud's startled face, which even had Cloud laughing a bit. Patting the cushion next to him, he said, "Come on, I saved you a seat."

Zack stretched out, propping his feet up on the coffee table, while Cloud joined him on the couch. "Hey, I got you a beer."

There were two empty beer bottles on the coffee table. "That was so nice of you," Cloud said sarcastically.

It took Zack a second or two to realize the problem. "Oh, I'm sorry. Guess I got a bit carried away. I'll go get you another one."

"No, I'm okay," Cloud said casually.

"You sure? Cause you look like you could use one."

"No, really I'm okay," he said with a bit more annoyance. Not only was he under the legal drinking age, he didn't feel like having one at the moment.

"Don't worry, I'm not going to tell on you. I got your back."

Seeing that Zack would leave him alone until he had one, he finally agreed. "Okay, I guess it's alright."

Ruffling his friend's wet hair, Zack said, "That's the spirit Spike." He went to the kitchen and came back with a beer. Sitting back down on the couch, he said, "So, that was some party wasn't it."

Cloud released a large sigh, a culmination of the night's stress.

"That bad, huh?"

"Zack, my pudding boob popped."

This sent Zack into snickering laughter. "Oh, by the way, Rufus told me to give you this." Zack produced a business card from his pocket and handed it to his friend.

Taking the card, Cloud ripped it up and shook his head in dismay. "I'd have to be brainwashed or crazy to wear a dress again."

". . . or both," Zack chimed in. A dark silence settled between them, bringing a sense of foreboding. Zack decided to lighten things up. "So what do you think I'd look like as a girl?"

Cloud replied almost instantaneously, "An ugly one." Taking a sip of beer, he waited for Zack's response.

"Hey, you sound like you had that one prepared." Zack looked over at Cloud and saw him smile, which sent him back into laughter. "Yeah," he paused to catch his breath. "I guess I'm a bit manly looking," he said humorously flexing his biceps.

"You don't have to impress me, I'm not a girl," Cloud replied in annoyance.

"What you mean like this?" While sitting down, he straightened out his back and flexed his biceps like a body-builder. He added in a growl for effect.

Cloud was speechless for a moment. When his voice came back it was soft and quiet. "I want to be like that someday. . . "

Zack relaxed his arms and went back to his reclining position on the couch. "Don't worry Spike, you'll get there someday."

"Yeah. . . "

Giving him a friendly punch to the arm, Zack said reassuringly, "Hey kid, you got me on your side. How could you not get into SOLDIER. I tell ya what, if you don't get into SOLDIER I'll dress up like a girl for you."

"You're just saying that."

"No, I'm serious. I, Zack Fair SOLDIER 1ST Class, will put on a dress."

Cloud started to perk up. "And wear pudding boobs?"

"Yes, I'll even wear the pudding boobs. See, you win either way."

Finally, Cloud was starting to get his confidence back. "Yeah, but if I make it into SOLDIER I'm sure I'll be able to get a better date than you."

Pretending to be offended, Zack said, "Hey, I'll have you know I'm a damn good kisser."

"Says who, your grandma?" Cloud snickered.

"Says my girlfriend and every other girl I've dated."

Looking into Zack's eyes, Cloud paused a moment before speaking. "Thanks Zack, for being a good friend."

"Don't get all mushy on me Spike."

"Jerk," Cloud scoffed. He was tired, so now seemed like a good time to head off to bed.

"Hey," Zack called after him. Cloud turned and paused, expectant. "You're a good friend too."

Cloud gave a small genuine smile, "Thanks."

"You should smile more, it looks good on you,"

Rolling his eyes in an exaggerated fashion, Cloud said, "Goodnight Zack."

"Night Spike." He started to talk, but his next few words were mumbled by a yawn, "See ya in the morning."

~*~*~*~*~

Years later, somewhere in the Lifestream. . .

"Awww man, I knew it!" Zack cheered, pumping his fist in the air. "Cloud's wearing a dress again."

With a sigh, Angeal said, "I guess I owe you."

Gloating, Zack flew a circle around his friend. "That's right Angeal, I won the bet." They both paused for a second, looking down on the planet below. "Angeal, are you thinking what I'm thinking?"

Angeal smirked, but there was a hint of mirth in his reply. "You have an odd choice in friends?"

"Well, besides that. Cloud is smokin' hot!"

Chuckling, Angeal said, "You never change Zack." His tone changed into one of austerity and contemplation, "Although I must admit, he is rather nice looking in a dress, almost as nice as your girlfriend."

Zack grinned appreciatively, watching his friend and girlfriend below. "Take care of Miss Cloud for me Aerith. I'll see you two later."

~*~*~*~

**Author's Note:** **Blue Jae** and **Mint** helped a lot with the ideas for the flashback, and **Blue Jae** beta read this chapter for me. Thanks **Blue Jae**! The first part of this two shot is exactly like the first part of the flashback that appears in chapter 18 of my story, "In the Shadow of Freedom." The second part of this two-shot is a bit different than the flashback that appears in chapter 19 of my story. The revisions include the explicit Sephiroth sexual fantasy and the ending with Zack and Angeal in the Lifestream. I suppose I'm taking a few liberties with the whole Lifestream thing, but this piece wasn't meant to be super serious.

Anyway, I hope you all enjoyed. Reviews make me happy ^_^


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